Supplemental Indenture No. 5 to 10 1/4% Senior Subordinated Notes Due 2009 among Triarc Consumer Products Group, Snapple Beverage Group, Subsidiary Guarantors, and The Bank of New York

Summary

This agreement adds RCAC, LLC and Promociones Holdings, LLC as subsidiary guarantors to the existing indenture for 10 1/4% Senior Subordinated Notes due 2009, originally issued by Triarc Consumer Products Group, LLC and Snapple Beverage Group, Inc. The Bank of New York acts as trustee. The new subsidiaries agree to guarantee the notes and be bound by the terms of the original indenture. The agreement is governed by New York law and is supplemental to the original indenture, which remains in effect.

EX-4.2 3 0003.txt EXHIBIT 4.2 EXHIBIT 4.2 SUPPLEMENTAL INDENTURE NO. 5 dated as of October 25, 2000 among TRIARC CONSUMER PRODUCTS GROUP, LLC, SNAPPLE BEVERAGE GROUP, INC., as Issuers, RCAC, LLC, PROMOCIONES HOLDINGS, LLC as Subsidiary Guarantors and THE BANK OF NEW YORK, as Trustee -------------------------- 10 1/4% Senior Subordinated Notes due 2009 2 THIS SUPPLEMENTAL INDENTURE No. 5 (this "Supplemental Indenture"), dated as of October 25, 2000, among TRIARC CONSUMER PRODUCTS GROUP, LLC, a Delaware limited liability company (the "Company"), SNAPPLE BEVERAGE GROUP, INC. a Delaware corporation formerly known as Triarc Beverage Holdings Corp. ("Snapple," and together with the Company, the "Issuers"), RCAC, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("RCAC"), PROMOCIONES HOLDINGS, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("PH"), and THE BANK OF NEW YORK, as Trustee (the "Trustee"). RECITALS WHEREAS, the Issuers, the Subsidiary Guarantors party thereto, and the Trustee entered into the Indenture, dated as of February 25, 1999 (as supplemented by Supplemental Indenture No. 1 dated as of February 26, 1999, Supplemental Indenture No. 2 dated as of September 8, 1999, Supplemental Indenture No. 3 dated as of December 6, 1999, and Supplemental Indenture No. 4 dated as of January 2, 2000, and as otherwise amended, supplemented and modified from time to time, the "Indenture"), relating to the Issuers' 10 1/4% Senior Subordinated Notes due 2009 (the "Notes"); WHEREAS, each of RCAC and PH is a newly created Domestic Restricted Subsidiary of the Company, and Section 4.18 of the Indenture provides that any such created Domestic Restricted Subsidiary shall become a Subsidiary Guarantor by executing an indenture supplemental to the Indenture providing for the Subsidiary Guaranty; WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), between RC/Arby's Corporation, a Delaware corporation and a Subsidiary Guarantor ("RC/Arby's"), and RCAC, RC/Arby's will merge (the "Merger") with and into RCAC, with RCAC surviving as a wholly owned subsidiary of the Company; WHEREAS, RC/Arby's is a Material Subsidiary Obligor and Section 5.03(a) of the Indenture provides that no Material Subsidiary Obligor shall consolidate with or merge with or into any Person without complying with Section 5.03(a)(i), (ii) and (iii), unless the surviving Person is a Person that is or becomes a Subsidiary Guarantor concurrently with such transaction and is a wholly Owned Subsidiary; WHEREAS, RCAC is a Wholly Owned Subsidiary and by this Supplemental Indenture shall become a Subsidiary Guarantor. 3 AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows: Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2. Each of RCAC and PH, by its execution of this Supplemental Indenture, hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors including, but not limited to, Article 13. Section 3. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Section 4. The recitals herein contained are made by the Issuers, and the Trustee assumes no responsibility for the correctness thereof. Section 5. This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument. Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture and said Indenture and this Supplemental Indenture shall henceforth be read together. 4 IN WITNESS WHEREOF, the parties have duly executed and delivered this Supplemental Indenture or have caused this Supplemental Indenture to be duly executed on their respective behalf by their respective officers thereunder duly authorized, as of the day and year first above written. TRIARC CONSUMER PRODUCTS GROUP, LLC, as Issuer By: /s/ John L. Barnes, Jr. --------------------------------------- Name: John L. Barnes, Jr. Title: Executive Vice President SNAPPLE BEVERAGE GROUP, INC., as Issuer By: /s/ John L. Barnes, Jr. --------------------------------------- Name: John L. Barnes, Jr. Title: Executive Vice President RCAC, LLC, as a Subsidiary Guarantor By: /s/ Brian L. Schorr --------------------------------------- Name: Brian L. Schorr Title: Executive Vice President PROMOCIONES HOLDINGS, LLC as a Subsidiary Guarantor By: /s/ Brian L. Schorr --------------------------------------- Name: Brian L. Schorr Title: Executive Vice President THE BANK OF NEW YORK, as Trustee By: /s/ Julie Salovitch-Miller --------------------------------------- Name: Julie Salovitch-Miller Title: Vice President